AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999
REGISTRATION NO. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2641992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4500 PARK GRANADA
CALABASAS, CA 91302
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
COUNTRYWIDE CREDIT INDUSTRIES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
SANDOR E. SAMUELS, MANAGING DIRECTOR,
LEGAL, GENERAL COUNSEL AND SECRETARY
4500 PARK GRANADA
CALABASAS, CA 91302
(818) 225-3505
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.05 per
share (3) 500,000 shares $30.1875 $15,093,750 $4,196.06
=======================================================================================================================
<FN>
(1) Plus such additional number of shares as may be required in the event
of a stock dividend, stock split, recapitalization or other similar
event in accordance with Rule 416 of the Securities Act of 1933, as
amended.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
average of the high and low prices of the Registrant's common stock,
par value $.05 per share, as reported by the New York Stock Exchange
on September 16, 1999.
(3) The Common Stock includes Preferred Stock Purchase Rights (the
"Rights"). The Rights will be associated and trade with the Common
Stock. The value, if any, of the Rights will be reflected in the
market price of the Common Stock.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Form S-8 Registration Statement relates to 500,000 shares of
common stock of Countrywide Credit Industries, Inc., par value $.05 per
share (the "Common Stock"), which may be issued under our 1999 Employee
Stock Purchase Plan (the "ESPP").
PART I
The documents containing information specified by Part I of this
Registration Statement will be sent or given to participants in the ESPP as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act. Such document(s) are not required to
be filed with the SEC but constitute (along with the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part
II) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
References to "the Company" shall mean Countrywide Credit
Industries, Inc., a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New York, NY
and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
Reports, proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange and
the Pacific Stock Exchange.
The SEC allows us to "incorporate by reference" information into
this Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering:
(a) The description of our common stock included in our
registration statement on Form 8-A, filed with the SEC on
November 24, 1982;
(b) Our Annual Report on Form 10-K for the fiscal year ended
February 28, 1999, filed with the SEC on May 28, 1999;
(c) Our Quarterly Report on Form 10-Q for the quarter ended May
31, 1999, filed with the SEC on July 15, 1999, as amended by
Form 10-Q/A filed with the SEC on July 16, 1999; and
(d) Our Current Report on Form 8-K filed with the SEC on June
21, 1999.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Company by Sandor E.
Samuels, Esq., Managing Director, Legal, General Counsel and Secretary of
the Company. Mr. Samuels [owns shares of Common Stock and] holds options to
purchase shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors, officers, employees and other
individuals against expenses, judgments, fines, and amounts paid in
settlement in connection with specified non-derivative actions, suits,
proceedings or investigations if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation. In addition, with respect to any criminal action or
proceeding such director must have had no reasonable cause to believe that
his or her conduct was unlawful. In the case of derivative actions, a
similar standard is applicable except that indemnification only extends to
expenses incurred in connection with the defense or settlement of such
action. In addition, the statute requires court approval before there can
be any indemnification where the person seeking indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, stockholder or director vote, agreement, or otherwise.
Article SIXTH of the Company's Certificate of Incorporation
provides that the Company may indemnify its directors and officers to the
full extent permitted by the DGCL. Article VIII of the Company's Bylaws
provides that the Company will indemnify its directors and officers against
any threatened, pending or completed action, suit or proceeding or
investigation brought against such directors and officers by reason of the
fact that such persons were directors or officers, provided that such
persons acted in good faith and in a manner which they reasonably believed
to be in or not opposed to the best interest of the Company. However, in
the case of actions brought by or in the right of the Company, no
indemnification is permitted for any claim, issue or matter where any such
director or officer was found to be liable to the Company, unless the court
determines that such person is entitled to indemnification. The Company's
Bylaws also state that the indemnification provisions are not exclusive of
any other rights that the directors and officers may have under other Bylaw
provisions, agreements, votes of stockholders or disinterested directors or
otherwise. In addition, the Company has entered into indemnity agreements
with each of its directors and executive officers. The agreements provide
that such individuals are indemnified by the Company up to an aggregate
limit of $5,000,000 for any claims made against such individuals based on
any act, omission or breach of duty committed while acting as a director or
officer. The agreements do not cover cases involving dishonesty or improper
personal benefit. The Company also maintains an insurance policy under
which its directors and officers are insured against certain liabilities
which might arise out of their relationship with the Company as directors
and officers. Article SEVENTH of the Company's Certificate of Incorporation
provides that a director of the Company will have no personal liability to
the Company or its stockholders for monetary damages for breach of his
fiduciary duty of care as a director to the full extent permitted by the
DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 Restated Certificate of Incorporation of Countrywide
Credit Industries, Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended August 31, 1987).
4.2 Bylaws of Countrywide Credit Industries, Inc., as
amended and restated (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K
filed with the SEC on February 10, 1988).
4.2.1 Amendment to Bylaws of Countrywide Credit Industries,
Inc. dated January 28, 1998 (incorporated by reference
to Exhibit 3.3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1998).
4.2.2 Amendment to Bylaws of Countrywide Credit Industries,
Inc. dated February 3, 1998 (incorporated by reference
to Exhibit 4.4.2 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1998).
4.3 Rights Agreement, dated as of February 10, 1988,
between Countrywide Credit Industries, Inc. and Bank of
America NT & SA, as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Registration
Statement on Form 8-A filed with the SEC on February
12, 1988).
4.3.1 Amendment No. 1 to Rights Agreement dated as of March
24, 1992 (incorporated by reference to Exhibit 1 to the
Company's Form 8 filed with the SEC on March 27, 1992).
4.4 Specimen Certificate of the Company's Common Stock
(incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed with the SEC
on February 6, 1987).
4.6* Countrywide Credit Industries, Inc. 1999 Employee Stock
Purchase Plan.
5.1* Opinion of Sandor E. Samuels, Managing Director, Legal,
General Counsel and Secretary of the Company as to the
legality of securities being registered.
23.1* Consent of Grant Thornton LLP, Independent Auditors.
23.2 Consent of Sandor E. Samuels (included in Opinion filed
as Exhibit 5.1).
- ----------------------
* filed herewith
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
Provided, however, that the undertaking set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in such post-effective amendment is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Calabasas, State of California,
on September 20, 1999.
Countrywide Credit Industries, Inc.
/s/ Angelo R. Mozilo
-------------------------------------
By: Angelo R. Mozilo, Chief Executive
Officer, Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Countrywide Credit
Industries, Inc., a Delaware corporation, hereby constitute and appoint
Angelo R. Mozilo, David S. Loeb, Stanford L. Kurland and Carlos M. Garcia,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and any additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Angelo R. Moilo
- -------------------------- Chief Executive Officer, September 20, 1999
Angelo R. Mozilo Chairman of the Board of
Directors and
Director (Principal Executive
Officer)
/s/ David S. Loeb
- -------------------------- President and Director September 20, 1999
David S. Loeb
/s/ Carlos M. Garcia
- -------------------------- Managing Director, Finance; September 20, 1999
Carlos M. Garcia Chief Financial Officer and
Chief Accounting Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Jeffrey M. Cunningham
- -------------------------- Director September 20, 1999
Jeffrey M. Cunningham
/s/ Robert J. Donato
- -------------------------- Director September 20, 1999
Robert J. Donato
/s/ Michael E. Dougherty
- -------------------------- Director September 20, 1999
Michael E. Dougherty
/s/ Ben M. Enis
- -------------------------- Director September 20, 1999
Ben M. Enis
/s/ Edwin Heller
- -------------------------- Director September 20, 1999
Edwin Heller
/s/ Harley W. Snyder
- -------------------------- Director September 20, 1999
Harley W. Snyder
</TABLE>
<PAGE>
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 Restated Certificate of Incorporation of Countrywide
Credit Industries, Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended August 31, 1987).
4.2 Bylaws of Countrywide Credit Industries, Inc., as
amended and restated (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K
filed with the SEC on February 10, 1988).
4.2.1 Amendment to Bylaws of Countrywide Credit Industries,
Inc. dated January 28, 1998 (incorporated by reference
to Exhibit 3.3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1998).
4.2.2 Amendment to Bylaws of Countrywide Credit Industries,
Inc. dated February 3, 1998 (incorporated by reference
to Exhibit 4.4.2 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1998).
4.3 Rights Agreement, dated as of February 10, 1988,
between Countrywide Credit Industries, Inc. and Bank of
America NT & SA, as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Registration
Statement on Form 8-A filed with the SEC on February
12, 1988).
4.3.1 Amendment No. 1 to Rights Agreement dated as of March
24, 1992 (incorporated by reference to Exhibit 1 to the
Company's Form 8 filed with the SEC on March 27, 1992).
4.4 Specimen Certificate of the Company's Common Stock
(incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed with the SEC
on February 6, 1987).
4.6* Countrywide Credit Industries, Inc. 1999 Employee Stock
Purchase Plan.
5.1* Opinion of Sandor E. Samuels, Managing Director, Legal,
General Counsel and Secretary of the Company as to the
legality of securities being registered.
23.1* Consent of Grant Thornton LLP, Independent Auditors.
23.2 Consent of Sandor E. Samuels (included in Opinion filed
as Exhibit 5.1).
- ----------------------
* filed herewith
Exhibit 4.6
COUNTRYWIDE CREDIT INDUSTRIES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
ARTICLE I
INTRODUCTION
1.01 Purpose. The Countrywide Credit Industries, Inc. 1999
Employee Stock Purchase Plan (the "Plan") is intended to provide a method
whereby Eligible Employees (as defined below) of Countrywide Credit
Industries, Inc. (the "Company") and its Participating Subsidiary
Corporations (as defined below) will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of the
Common Stock (as defined below).
1.02 Rules of Interpretation. It is the intention of the Company
to have the Plan qualify as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section
of the Code.
ARTICLE II
DEFINITIONS
2.01 "Board" means the Board of Directors of the Company.
2.02 "Code" shall have the meaning set forth in Section 1.02
hereof.
2.03 "Change in Capitalization" means any increase or reduction
in the number of shares of Common Stock, or exchange of shares of Common
Stock for a different number or kind of shares or other securities of the
Company, by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, stock dividend, stock split or reverse stock
split, combination or exchange of shares, or other similar event.
2.04 "Change in Control" means the occurrence of any one of the
following events:
(a) An acquisition (other than directly from the Company) of any
common stock or other "Voting Securities" (as hereinafter
defined) of the Company by any "Person" (as the term person
is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty five percent (25%) or more
of the then outstanding shares of the Company's common stock
or the combined voting power of the Company's then
outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting
Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition
which would cause a Change in Control. For purposes of the
Plan, (i) "Voting Securities" shall mean the Company's
outstanding voting securities entitled to vote generally in
the election of directors and (ii) a "Non-Control
Acquisition" shall mean an acquisition by (A) an employee
benefit plan (or a trust forming a part thereof) maintained
by (1) the Company or (2) any corporation or other Person of
which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of this definition,
a "Subsidiary"), (B) the Company or any of its Subsidiaries,
or (C) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined);
(b) The individuals who as of March 27, 1996 were members of the
Board (the "Incumbent Board") cease for any reason to
constitute at least two-thirds of the members of the Board;
provided, however, that if the election, or nomination for
election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of
the Incumbent Board, such new director shall, for purposes
of this Agreement, be considered as a member of the
Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent
Board if such individual initially assumed office as a
result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board
(a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy
Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization involving the
Company, unless such merger, consolidation or
reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger,
consolidation or reorganization of the Company where:
(A) the stockholders of the Company, immediately
before such merger, consolidation or
reorganization, own directly or indirectly
immediately following such merger, consolidation
or reorganization, at least seventy percent (70%)
of the combined voting power of the outstanding
voting securities of the corporation resulting
from such merger, consolidation or reorganization
(the "Surviving Corporation") in substantially the
same proportion as their ownership of the Voting
Securities immediately before such merger,
consolidation or reorganization;
(B) the individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation
or reorganization constitute at least two-thirds
of the members of the board of directors of the
Surviving Corporation, or in the event that,
immediately following the consummation of such
transaction, a corporation beneficially owns,
directly or indirectly, a majority of the voting
securities of the Surviving Corporation, the board
of directors of such corporation; and
(C) no Person other than (w) the Company, (x) any
Subsidiary, (y) any employee benefit plan (or any
trust forming a part thereof) maintained by the
Company, the Surviving Corporation, or any
Subsidiary, or (z) any Person who, immediately
prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty
five percent (25%) or more of the then outstanding
Voting Securities or common stock of the Company,
has Beneficial Ownership of twenty five percent
(25%) or more of the combined voting power of the
Surviving Corporation's then outstanding Voting
Securities or its common stock;
(ii) A complete liquidation or dissolution of the Company;
or
(iii) The sale or other disposition of all or substantially
all of the assets of the Company to any Person (other
than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then
outstanding common stock or Voting Securities as a result of the
acquisition of common stock or Voting Securities by the Company which, by
reducing the number of shares of common stock or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Person; provided, however, that if a Change in Control would
occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional common stock or Voting Securities which
increases the percentage of the then outstanding common stock or Voting
Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
2.05 "Company" shall have the meaning set forth in Section 1.01
hereof.
2.06 "Compensation" shall mean the gross cash compensation
(including wage, salary and overtime earnings, production bonus payments,
commissions and compensation paid in a form other than cash) paid by the
Company or any Participating Subsidiary Corporation to an Eligible Employee
in accordance with the terms of employment, but excluding all discretionary
bonus payments and reimbursements for out-of-pocket expenses.
2.07 "Committee" shall have the meaning set forth in Section
11.01 hereof.
2.08 "Common Stock" shall mean the common stock, par value $.05
per share, of the Company.
2.09 "Eligible Employee" means any Employee of the Company or a
Participating Subsidiary Corporation; provided, however, that with respect
to any Offering, the Committee may, in its sole discretion, determine that
any Employee or group of Employees that may be excluded from participation
in the Plan pursuant to the provisions of Section 423 of the Code and the
regulations promulgated and proposed thereunder shall be deemed not to be
Eligible Employees for purposes of that Offering.
2.10 "Employee" means any individual who is a common law employee
of the Company or a Participating Subsidiary Corporation.
2.11 "Fair Market Value" on any date means the average of the
high and low sales prices of the shares of Common Stock on such date on the
principal national securities exchange or other stock market on which such
shares are listed or admitted to trading, or if no such sales shall have
occurred on such date, the arithmetic mean of the per share closing bid
price and per share closing asked price on such date as quoted on the
Nasdaq Stock Market or such other market in which such prices are regularly
quoted, or, if there have been no published bid or asked quotations with
respect to shares on such date, the Fair Market Value shall be the value
established by the Board in good faith and in accordance with Section 423
of the Code.
2.12 "Offering Commencement Date" shall have the meaning set
forth in Section 4.02 hereof.
2.13 "Offering Price" shall have the meaning set forth in Section
6.02 hereof.
2.14 "Offering Termination Date" shall have the meaning set forth
in Section 4.02 hereof.
2.15 "Offerings" shall have the meaning set forth in Section 4.02
hereof.
2.16 "Participant" means any Eligible Employee who elects to
participate in the Plan in accordance with the provisions of Section 3.03
hereof.
2.17 "Participating Subsidiary Corporation" shall mean each
corporation which is a "subsidiary corporation" (as that term is defined in
Section 424 of the Code) of the Company, unless the Board or the Committee
shall, in its discretion, determine otherwise.
2.18 "Plan" shall have the meaning set forth in Section 1.01
hereof.
2.19 "Plan Representative" shall mean the person designated from
time to time by the Committee to receive certain notices and take certain
other administrative actions relating to participation in the Plan.
2.20 "Securities Act" shall have the meaning set forth in Section
12.07(f) hereof.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility. Each Employee who is an Eligible
Employee as of an Offering Commencement Date shall be eligible to
participate in the Offering commencing on such Offering Commencement Date.
Persons who are not Eligible Employees shall not be eligible to participate
in the Plan with respect to that Offering.
3.02 Restrictions on Participation. Notwithstanding any provision
of the Plan to the contrary, no Eligible Employee shall be granted an
option to purchase shares of Common Stock under the Plan:
(a) if, immediately after the grant, such Eligible Employee
would own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company (for purposes of this paragraph, the rules
of Section 423(b)(3) and Section 424(d) of the Code shall apply in
determining stock ownership of any Eligible Employee); or
(b) which permits such Eligible Employee's rights to
purchase stock under all employee stock purchase plans of the Company and
all Participating Subsidiary Corporations to accrue at a rate which exceeds
$25,000 of Fair Market Value of the Common Stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time.
3.03 Commencement of Participation. An Eligible Employee may
become a Participant by completing an authorization for payroll deductions
on the form provided by the Company and filing the completed form with the
Plan Representative on or before the filing date set therefor by the
Committee, which date shall be prior to the Offering Commencement Date for
the next following Offering. Payroll deductions for a Participant shall
commence on the next following Offering Commencement Date after the
Employee's authorization for payroll deductions becomes effective and shall
continue until termination of the Plan or the participant's earlier
termination of participation in the Plan. Each Eligible Employee shall be
deemed to continue participation in the Plan until the earlier of: (a) the
termination of the Plan and (b) such Eligible Employee's termination of
participation in the Plan pursuant to Article VIII hereof.
ARTICLE IV
STOCK SUBJECT TO THE PLAN AND OFFERINGS
4.01 Stock Subject to the Plan. Subject to the provisions of
Sections 12.03 and 12.04 hereof, the Board shall reserve initially for
issuance under the Plan an aggregate of five hundred thousand (500,000)
shares of Common Stock, which shares shall be authorized but unissued.
4.02 Offerings. The Plan will be implemented by offerings
("Offerings") of the Common Stock during periods of no less than three
months and no more than one year, as determined from time to time by the
Committee. Notwithstanding the foregoing, in the event of a Change in
Control, the last day of the Offering in which the Change in Control would
otherwise occur shall be accelerated to the last payday immediately
preceding the Change in Control. The first day of an Offering shall be
deemed the "Offering Commencement Date" and the last day the "Offering
Termination Date" for such Offering. The Offering Commencement Date and the
Offering Termination Date shall in all cases occur on a business day.
ARTICLE V
PAYROLL DEDUCTIONS
5.01 Amount of Deduction. The form described in Section 3.03 will
permit a Participant to elect payroll deductions in an amount not exceeding
ten percent (10%), or such other percent or fixed dollar amount which the
Board or Committee may from time to time otherwise determine, of such
Participant's Compensation for each pay period ending during an Offering.
Notwithstanding the foregoing, a Participant's payroll deductions may be
reduced by the Board or the Committee, in its discretion, at any time
during an Offering which is scheduled to end during the then current
calendar year to the extent necessary in order to comply with the
provisions of Section 423(b)(8) of the Code and Section 3.02(b) hereof.
5.02 Participant's Account. All payroll deductions made for a
Participant shall be credited to an account established for such
Participant under the Plan. A Participant may not make any separate cash
payment into such account.
5.03 Changes in Payroll Deductions. A Participant may reduce or
increase future payroll deductions (within the limits described in Section
5.01 hereof) by filing with the Plan Representative a form provided by the
Company for such purpose. The effective date of any increase or reduction
in future payroll deductions will be the first day of the next Offering
following the Company's receipt of the change form, if the Company shall
have timely received such change form prior to the Offering Commencement
Date of such Offering or as of such earlier date as the Committee may in
its discretion determine or as shall be applicable in connection with the
cessation of the Participant's participation in the Plan pursuant to
Section 8.01 hereof.
ARTICLE VI
GRANTING OF OPTION
6.01 Number of Option Shares. On the Offering Commencement Date
(for each Offering), each Participant shall be deemed to have been granted
an option to purchase a maximum number of shares of Common Stock the Fair
Market Value of which is equal to (i) that percentage of the Participant's
Compensation which the Participant has elected to have withheld (but not in
any case in excess of ten percent (10%), or such other percent or fixed
dollar amount which the Board or Committee may from time to time otherwise
determine pursuant to Section 5.01 hereof) multiplied by (ii) the
Participant's Compensation paid during the Offering then divided by (iii)
the applicable Offering Price determined as provided in Section 6.02
hereof. Notwithstanding the foregoing, the maximum number of shares of
Common Stock that a Participant may purchase pursuant to an Offering is
three thousand (3,000).
6.02 Option Price. The per share option price of shares of Common
Stock purchased with payroll deductions made during any Offering (the
"Offering Price") by a Participant shall be not less than the lower of:
(a) 85% of the Fair Market Value of the stock on the
Offering Commencement Date for such Offering; or
(b) 85% of the Fair Market Value of the stock on the
Offering Termination Date of such Offering.
ARTICLE VII
EXERCISE AND OTHER TERMS OF OPTIONS
7.01 Automatic Exercise. Subject to Section 6.01 hereof, each
Participant's option for the purchase of shares of Common Stock with
payroll deductions made during any Offering will be deemed to have been
exercised automatically on the applicable Offering Termination Date for the
purchase of the number of full shares of Common Stock which the accumulated
payroll deductions in the Participant's account at that time will purchase
at the applicable Offering Price.
7.02 Withdrawal of Account. No Participant in the Plan shall be
entitled to withdraw any amount from the accumulated payroll deductions in
his or her account; provided, however, that a Participant's accumulated
payroll deductions shall be refunded to the Participant as and to the
extent specified in Section 8.01 hereof upon termination of such
Participant's participation in the Plan.
7.03 Fractional Shares. Fractional shares of Common Stock will
not be issued under the Plan. Any accumulated payroll deductions which
would have been used to purchase fractional shares, unless refunded
pursuant to Section 7.02 hereof, will be held for the purchase of Common
Stock in the next following Offering, without interest.
7.04 Non-Transferability of Options. Neither payroll deductions
credited to any Participant's account nor any option or rights with regard
to the exercise of an option or the receipt of Common Stock under the Plan
may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may, in its
discretion, treat such act as an election to withdraw from participation in
the Plan in accordance with Section 8.01 hereof. During a Participant's
lifetime, options held by such Participant shall be exercisable only by
such Participant.
7.05 Delivery of Stock. As promptly as practicable after the
Offering Termination Date of each Offering, the Company will deliver to
each Participant in such Offering, as appropriate, the shares of Common
Stock purchased therein upon exercise of such Participant's option. The
Company may deliver such shares in certificated or book entry form, at the
Company's sole election. The Company may require a Participant to dispose
of the shares of Common Stock acquired pursuant to the Plan through one or
more brokers designated by the Company.
7.06 Stock Transfer Restrictions. The Plan is intended to satisfy
the requirements of Section 423 of the Code. Shares of Common Stock
acquired upon exercise of options granted under the Plan may contain such
restrictions, terms and conditions as the Board or Committee may, in its
discretion, determine and the Board or Committee may, in its discretion,
require that an appropriate legend be placed on the certificates evidencing
such shares of Common Stock.
ARTICLE VIII
WITHDRAWAL
8.01 In General. A Participant may stop participating in the Plan
at any time by giving written notice to the Plan Representative. Upon
processing of any such written notice, no further payroll deductions will
be made from the Participant's Compensation during such Offering or
thereafter, unless and until such Participant elects to resume
participation. Such Participant's payroll deductions accumulated prior to
processing of such notice to stop participation, if any, shall be refunded
(without interest) to such Participant as soon as reasonably practicable. A
Participant may elect to resume participation in the Plan by providing
written notice to the Plan Representative pursuant to Section 3.03 hereof.
8.02 Effect on Subsequent Participation. A Participant's
withdrawal from any Offering will not have any effect upon such
Participant's eligibility to participate in any succeeding Offering or in
any similar plan which may hereafter be adopted by the Company and for
which such Participant is otherwise eligible.
8.03 Termination of Eligible Employee Status. Upon a
Participant's ceasing to be an Eligible Employee for any reason, including
as a result of a termination of the Participant's employment with the
Company or any Participating Subsidiary Corporation (as the case may be)
for any reason (including retirement or death), the Participant's payroll
deductions accumulated prior to such termination, if any, shall be refunded
(without interest) to him or her, or, in the case of his or her death, to
the person or persons entitled thereto under Section 12.01 hereof, and his
or her participation in the Plan shall be deemed to be terminated.
ARTICLE IX
INTEREST
9.01 Payment of Interest. No interest will be paid or allowed on
any money paid into the Plan or credited to the account of or distributed
to any Participant.
ARTICLE X
STOCK
10.01 Participant's Interest in Option Stock. No Participant will
have any interest in shares of Common Stock covered by any option held by
such Participant unless and until (a) such option has been exercised as
provided in Section 7.01 hereof, (b) the Company shall have issued and
delivered the shares of Common Stock to the Participant and (c) the
Participant's name shall have been entered as a stockholder of record on
the books of the Company. Thereupon, the Participant shall have full
voting, dividend and other ownership rights with respect to such shares of
Common Stock.
10.02 Registration of Stock. Shares of Common Stock purchased by
a Participant under the Plan will be recorded in the books and records of
the Company in the name of the Participant.
ARTICLE XI
ADMINISTRATION
11.01 Committee. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"). A majority of the
Committee shall constitute a quorum, and the action of a majority of the
members of the Committee present at any meeting at which a quorum is
present, or acts unanimously approved in writing, shall be the acts of the
Committee. The interpretation and construction by the Committee of any
provision of the Plan or any option granted hereunder shall be final. No
member of the Committee shall be liable for any action or determination
made in good faith with respect hereto or any option granted hereunder.
11.02 Authority of Committee. The Committee may establish any
policies or procedures that in its discretion are relevant to the operation
and administration of the Plan and may adopt rules for the administration
of the Plan. The Committee may also engage the services of a professional
plan administrator on such terms and conditions as the Committee deems
appropriate for the purposes of establishing custodial accounts and holding
shares of Common Stock acquired by Participants upon the exercise of
options granted under the Plan and otherwise operating the Plan.
ARTICLE XII
MISCELLANEOUS
12.01 Designation of Beneficiary. A Participant may file with the
Plan Representative a written designation of a beneficiary who is to
receive any shares of Common Stock and/or cash under the Plan upon the
Participant's death. Such designation of beneficiary may be changed by the
Participant at any time by written notice to the Plan Representative. Upon
the death of a Participant and receipt by the Company of proof of identity
and existence at the Participant's death of a beneficiary validly
designated by the Participant under the Plan, and subject to Article VIII
hereof concerning withdrawal from the Plan, the Company shall deliver such
shares of Common Stock and/or cash to such beneficiary. In the event of the
death of a Participant lacking a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company
shall deliver such shares of Common Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares of Common Stock and/or
cash to the spouse or to any one or more dependents of the Participant, in
each case without any further liability of the Company whatsoever under or
relating to the Plan. No beneficiary shall, prior to the death of the
Participant by whom he or she has been designated, acquire any interest in
the shares of Common Stock and/or cash credited to the Participant under
the Plan.
12.02 Use of Funds. All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose. The Company shall not be obligated to segregate such payroll
deductions.
12.03 Adjustment Upon Changes in Capitalization. In the event of
a Change in Capitalization, the maximum number and class of shares of
Common Stock or other stock or securities reserved for issuance under the
Plan in the aggregate and that a Participant may purchase pursuant to an
Offering, the class of shares of Common Stock or other stock or securities
which the accumulated payroll deductions in a Participant's account will
purchase, and the Offering Price therefor, shall be appropriately and
equitably adjusted by the Committee.
12.04 Amendment and Termination. The Board shall have complete
power and authority to terminate or amend the Plan; provided, however, that
the Board shall not, without the approval of the stockholders of the
Company, alter (i) the aggregate number of shares of Common Stock which may
be issued under the Plan (except pursuant to Section 12.03 hereof), or (ii)
the class of employees eligible to receive options under the Plan; and
provided, further, however, that no termination, modification, or amendment
of the Plan may, without the consent of a Participant then having an option
under the Plan to purchase shares of Common Stock, adversely affect the
rights of such Participant under such option, except that the foregoing
shall not prohibit the Company from terminating the Plan at any time
(including during an Offering) and applying the amounts theretofore
withheld from Participants to the purchase of shares of Common Stock as if
the termination date of the Plan were an Offering Termination Date. Any
cash balance remaining after the purchase of shares of Common Stock in such
Offering shall be refunded (without interest) to such Participant as soon
as reasonably practicable.
12.05 Non-Exclusivity of the Plan. The adoption of the Plan by
the Board shall not be construed as amending, modifying or rescinding any
previously approved incentive arrangement or as creating any limitations on
the power of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.
12.06 Limitation of Liability. As illustrative of the limitations
of liability of the Company, but not intended to be exhaustive thereof,
nothing in the Plan shall be construed to:
(a) give any person any right to be granted an option except
as specifically provided in the Plan;
(b) give any person any rights whatsoever with respect to
shares of Common Stock except as specifically provided in the Plan;
(c) limit in any way the right of the Company to terminate
the employment of any person at any time; or
(d) be evidence of any agreement or understanding, expressed
or implied, that the Company will employ any person at any particular rate
of compensation or for any particular period of time.
12.07 Regulations and Other Approvals; Governing Law.
(a) The Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of
the State of Delaware.
(b) The obligation of the Company to sell or deliver shares
of Common Stock with respect to options granted under the Plan shall be
subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.
(c) The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Committee shall interpret and
administer the provisions of the Plan in a manner consistent therewith. Any
provisions inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.
(d) The Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority.
(e) Each option is subject to the requirement that, if at
any time the Committee determines, in its discretion, that the listing,
registration or qualification of shares of Common Stock issuable pursuant
to the Plan is required by any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the
grant of an option or the issuance of shares of Common Stock, no options
shall be granted or payment made or shares of Common Stock issued, in whole
or in part, unless listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions not
acceptable to the Committee.
(f) Notwithstanding anything contained in the Plan to the
contrary, in the event that the disposition of shares of Common Stock
acquired pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the "Securities
Act"), and is not otherwise exempt from such registration, such shares
shall be restricted against transfer to the extent required by the
Securities Act and Rule 144 or other regulations thereunder. The Committee
may require any individual receiving shares of Common Stock pursuant to the
Plan, as a condition precedent to receipt of such shares upon exercise of
an Option, to represent and warrant to the Company in writing that the
shares of Common Stock acquired by such individual are acquired without a
view to any distribution thereof and will not be sold or transferred other
than pursuant to an effective registration thereof under said Act or
pursuant to an exemption applicable under the Securities Act or the rules
and regulations promulgated thereunder. The certificates evidencing any of
such shares shall be appropriately amended to reflect their status as
restricted securities as aforesaid.
(g) If a Participant makes a disposition, within the meaning
of Section 423(a) of the Code and regulations promulgated thereunder, of
any share or shares of Common Stock issued to such Participant pursuant to
the exercise of an option within the two-year period commencing on the day
after the date of the grant or within the one-year period commencing on the
day after the date of transfer of such share or shares of Common Stock to
the Participant pursuant to such exercise, the Participant shall, within
ten (10) days of such disposition, notify the Company thereof, by delivery
of written notice to the Company at its principal executive office.
12.08 Effective Date. The Plan shall become effective as of
October 1, 1999, subject to approval by the holders of a majority of the
shares of Common Stock present and represented at any special or annual
meeting of the shareholders of the Company duly held within twelve (12)
months after adoption of the Plan. If the Plan is not so approved, the Plan
shall not become effective.
12.09 Effect of Plan. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of,
all successors of each Participant, including, without limitation, such
Participant's estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.
EXHIBIT 5.1
September 15, 1999
Countrywide Credit Industries, Inc.
4500 Park Granada
Calabasas, California 91302
Ladies and Gentlemen:
I have acted as counsel to Countrywide Credit Industries, Inc.
(the "Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, relating to the registration of up to 500,000 shares of common
stock (the "Common Stock") of the Company, par value $.05, to be issued
under the terms and conditions of the Countrywide Credit Industries, Inc.
1999 Employee Stock Purchase Plan (the "Plan"). In connection with
rendering this opinion I have examined originals, or copies identified to
my satisfaction as being true copies of originals of such documents as I
have deemed appropriate. In such examination, I have assumed that all
signatures on original documents were genuine and that all documents were
duly executed and delivered, where due execution and delivery are requisite
to the effectiveness thereof. I have also assumed that the Common Stock
will be issued for proper and sufficient consideration, in accordance with
the terms of the Plan, and that the certificates representing the Common
Stock will be properly issued.
On the basis of the foregoing examination and assumptions, and in
reliance thereon, and upon consideration of applicable law, I am of the
opinion that the Common Stock covered by the Registration Statement, when
issued and paid for in accordance with the Plan, will be validly issued,
fully paid and non-assessable. I hereby consent to the inclusion of this
opinion as an exhibit in the Registration Statement. This opinion may not
be used or relied upon by any other person or for any other purpose without
my prior written consent.
Very truly yours,
/s/ Sandor E. Samuels
----------------------------
Sandor E. Samuels,
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 21, 1999, accompanying the
consolidated financial statements and schedules of Countrywide Credit
Industries, Inc. and Subsidiaries appearing in the Annual Report on Form
10-K for the year ended February 28, 1999, which is incorporated by
reference in this Registration Statement on Form S-8 (the "Registration
Statement"). We consent to the incorporation by reference in this
Registration Statement of the aforementioned report.
GRANT THORNTON LLP
Los Angeles, California
September 17, 1999
